SEC Comment Letter for VirnetX Holding Corp (VHC) (CIK 0001082324) (VHC) — Jul 23, 2008
VirnetX Holding Corp (VHC) (CIK 0001082324)
Date: July 23, 2008 · CIK: 0001082324 · Accession: 0000000000-08-036711
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-149884
Letter
Mail Stop 4561
July 23, 2008
Kendall Larsen Chief Executive Officer VirnetX, Inc. 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA 95066 Re: VirnetX Holding Corporation Amd. No. 2 to Form S-1 Filed July 14, 2008 File No. 333-149884 Dear Mr. Larsen: We have reviewed your amended filing and have the following comments. Form S-1/A
Cover Page
Report of Independent Accountants, page F-3
1. We note that the audit report of Burr, Pilger and Mayer, LLP refers to auditing standards generally accepted in the United States. Tell us how your auditors considered the requirements of PCAOB Auditing Standards No. 1 to refer to the standards of the Public Company Accounting Oversight Board (United States). Please revise your filing as necessary in response to this comment. Exhibit 23.1
2. We note the consent of Farber Hass Hurley LLP makes reference to inclusion of their audit report for PASW dated March 28, 2007. Please revise to include a consent of Farber Hass Hurley LLP to the audit report that is included in the registration statement (i.e., March 31, 2008 report for VirnetX).
* * * * *
Kendall Larsen VirnetX, Inc. July 23, 2008 Page 2
As appropriate, please amend your registration statement in response to our comments. Your responsive amendment should also include a marked copy of the amended filing that conforms with the pr ovisions of Rule 310 of Regulation S-T. Marked copies such as those in HTML format that show changes within paragraphs help us to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. We direct your attention to Rule 460 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. You may contact Matt Crispino at (202) 551-3456 or Jay Ingram at (202) 551- 3397 if you have questions. If you require further assistance, please contact me at (202) 551-3735. S i n c e r e l y , B a r b a r a C . J a c o b s A s s i s t a n t D i r e c t o r cc: Via Facsimile: (650) 614-7401
Lowell D. Ness, Esq. Orrick, Herrington & Sutcliffe LLP Telephone: (650) 614-7455
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Mail Stop 4561 July 23, 2008 Kendall Larsen Chief Executive Officer VirnetX, Inc. 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA 95066 Re: VirnetX Holding Corporation Amd. No. 2 to Form S-1 Filed July 14, 2008 File No. 333-149884 Dear Mr. Larsen: We have reviewed your amended filing and have the following comments. Form S-1/A Cover Page Report of Independent Accountants, page F-3 1. We note that the audit report of Burr, Pilger and Mayer, LLP refers to auditing standards generally accepted in the United States. Tell us how your auditors considered the requirements of PCAOB Auditing Standards No. 1 to refer to the standards of the Public Company Accounting Oversight Board (United States). Please revise your filing as necessary in response to this comment. Exhibit 23.1 2. We note the consent of Farber Hass Hurley LLP makes reference to inclusion of their audit report for PASW dated March 28, 2007. Please revise to include a consent of Farber Hass Hurley LLP to the audit report that is included in the registration statement (i.e., March 31, 2008 report for VirnetX). * * * * * Kendall Larsen VirnetX, Inc. July 23, 2008 Page 2 As appropriate, please amend your registration statement in response to our comments. Your responsive amendment should also include a marked copy of the amended filing that conforms with the pr ovisions of Rule 310 of Regulation S-T. Marked copies such as those in HTML format that show changes within paragraphs help us to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. We direct your attention to Rule 460 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. You may contact Matt Crispino at (202) 551-3456 or Jay Ingram at (202) 551- 3397 if you have questions. If you require further assistance, please contact me at (202) 551-3735. S i n c e r e l y , B a r b a r a C . J a c o b s A s s i s t a n t D i r e c t o r cc: Via Facsimile: (650) 614-7401 Lowell D. Ness, Esq. Orrick, Herrington & Sutcliffe LLP Telephone: (650) 614-7455